Engility Form 4 Engility / Darryll J. Pines ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pines Darryll J.

(Last) (First) (Middle)

C/O ENGILITY HOLDINGS, INC.

4803 STONECROFT BOULEVARD

(Street)

CHANTILLY VA 20151

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Engility Holdings, Inc. [ EGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/11/2019		M		3,573	A	(1)(2)	12,863	D
Common Stock	01/11/2019		M		3,971	A	(1)(2)	16,834	D
Common Stock	01/11/2019		M		4,284	A	(1)(2)	21,118	D
Common Stock	01/11/2019		M		177	A	(3)(4)	21,295	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)(2)	01/11/2019		M			3,573	(1)(2)	(1)(2)	Common Stock	3,573	(1)(2)	0	D
Restricted Stock Units	(1)(2)	01/11/2019		M			3,971	(1)(2)	(1)(2)	Common Stock	3,971	(1)(2)	0	D
Restricted Stock Units	(1)(2)	01/11/2019		M			4,284	(1)(2)	(1)(2)	Common Stock	4,284	(1)(2)	0	D
Restricted Stock Units	(3)(4)	01/11/2019		M			177	(3)(4)	(3)(4)	Common Stock	177	(3)(4)	0	D

Explanation of Responses:

1. Grant of restricted stock units ("RSUs") that vest on the one-year anniversary of the grant date. Vested RSUs do not convert into shares of common stock ("Common Stock") of Engility Holdings, Inc. (the "Company") or (at the discretion of the Compensation Committee of the Company) cash until the earlier of (i) the date on which the Reporting Person ceases to be a director of the Company or (ii) a change of control of the Company.

2. The Board of Directors and Compensation Committee of the Company have elected, pursuant to the pending merger (as defined below) under the Agreement and Plan of Merger, dated as of September 9, 2018, among the Company, Science Applications International Corporation ("SAIC") and Raptors Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of SAIC, with the Company surviving the merger of Merger Sub with and into the Company (the "merger") as a wholly owned subsidiary of SAIC, to accelerate the vesting of all RSUs held by the Reporting Person and settle all vested, but undelivered, RSUs (other than deferred compensation) in Common Stock effective January 11, 2019.

3. Represents an interim grant of RSUs that vests on the earliest of (i) the first anniversary of the grant date (or if earlier, the date of the Company's first regular annual meeting of stockholders held after the grant date), (ii) the termination of the Reporting Person's service as a director of the Company by reason of death or permanent disability or (iii) a change in control of the Company. Vested RSUs do not convert into shares of common stock of the Company or cash, which determination will be made at the sole discretion of the Company's Compensation Committee (or a subcommittee thereof), until the earlier of (A) the date on which the Reporting Person ceases to be a director of the Company or (B) the occurrence of a change in control of the Company that constitutes a "Section 409A Change in Control Event" (as defined in applicable Treasury regulations).

4. The Board of Directors and Compensation Committee of the Company have elected, pursuant to the pending merger under the Merger Agreement, to accelerate the vesting of all RSUs held by the Reporting Person and settle all vested, but undelivered, RSUs (other than deferred compensation) in Common Stock effective January 11, 2019.

	/s/ Jon Brooks as Attorney-in-Fact	01/14/2019
	** Signature of Reporting Person	Date
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